Option Election. Such Option shall be elected by BIOGEN by giving written notice to CURAGEN within the Exclusive Evaluation Period for such Exclusive Data Set, which shall specify in detail the Optioned Clone to be included within the terms of any such Option and which shall be accompanied by the payment of any Option Fee as specified in Section 7.2. Each Optioned Clone, and the term of the corresponding Option Period, shall be listed on Appendix A hereto from time to time. Notwithstanding the foregoing, for Project Data Sets, BIOGEN may request such an Option after expiration of the Exclusive Evaluation Period, which Option shall be granted by CURAGEN upon payment of the Option Fee specified in Section 7.2, unless prohibited by agreements with third parties.
Option Election. Employees qualifying under Section IV-B shall notify their supervisor of their election (either mileage or board & lodging) as far in advance as possible. When the assignment is to last less than one (1) full calendar week, employees may not change their election. If the assignment is to last more than one (1) full calendar week, employees may change their election effective upon the completion of any full calendar week. Employees shall notify their supervisor of their desire to change not later than quitting time on Friday preceding the week in question.
Option Election. The undersigned holder of an option or options (the “Options”) to purchase shares (the “Option Shares”) of common stock of Xxxxx Pharmaceutical Group, Inc. (“Xxxxx”), par value $0.01 per share (“Common Stock”), hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchase, the undersigned shall be deemed to have fully exercised each such Option (whether or not the Option was previously exercisable) and to have tendered each of the Option Shares to Acquisition Subsidiary pursuant to the Offer. The undersigned agrees to pay the exercise price per Option Share (the “Exercise Price”) After such payment, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Option Share purchased by Acquisition Subsidiary pursuant to the Offer an amount equal to the price per share of Common Stock paid by Acquisition Subsidiary pursuant to the Offer.
Option Election. With respect to the Company In-The-Money-Options held by a Company In-The-Money Optionholder:
(a) each Company In-The-Money Optionholder shall, by deposit with Triple Flag prior to the Election Deadline a duly completed Option Election Form, which election shall be irrevocable and may not be withdrawn, indicate:
(i) the number of Company In-The-Money-Options for which the Company In-The-Money Optionholder elects to receive a cash payment equaling the Cash-out Amount for such Company In-The-Money-Options (the “Cash Option Election”); or
(ii) the number of Company In-The-Money-Options for which the Company In-The-Money Optionholder elects to not receive a Cash Option Election (the “Share Option Election”); and for greater certainty, any Company In-The-Money Optionholder shall only be entitled to make a Cash Option Election or Share Option Election and not both; and
(b) any Company In-The-Money Optionholder who does not deposit with Triple Flag a duly completed Option Election Form prior to the Election Deadline or otherwise fails to fully comply with the requirements of Section 3.5(a)(i) shall be deemed to have made the Share Option Election for all Company In-The-Money-Options held.
Option Election. An election form and other appropriate and customary materials in such form as Parent and the Company shall mutually agree (the “Option Election Form”) shall be mailed within five days of mailing of the Proxy Statement to each holder of record of a Company Stock Option (other than ISOs, which shall be treated in the manner provided in Section 5.04(f) and other than France Options, which shall be automatically converted into Converted Options). Each Election Form shall permit the holder to specify and elect: (i) to have all or a portion (determined on a grant-by-grant basis) of the shares of Company Common Stock subject to such Company Stock Option converted at the Effective Time into the Cash-Out Amount applicable to such option in accordance with Section 5.04(a)(ii) or Section 5.04(b)(i) (a “Cash-Out Election”), or (ii) to have all or a portion (determined on a grant-by-grant basis) of the shares of Company Common Stock subject to such Company Stock Option converted at the Effective Time into the applicable Converted Option in accordance with Section 5.04(a)(i) or Section 5.04(b)(ii) (a “Roll-Over Election”). Any such election shall have been properly made only if the Company shall have received a properly completed Option Election Form by 5:00 p.m. Eastern Time on the Option Calculate Date. An Option Election Form shall be deemed properly completed only if duly executed by the holder of such Company Stock Option, together with any other materials required to be submitted in accordance with the instructions set forth in the Option Election Form. Any Option Election Form may be revoked or modified by the person submitting such form, only by written notice to the Company received prior to 5:00 p.m. Eastern Time on the Option Calculation Date. In the event (A) an Option Election Form is revoked prior to 5:00 p.m. Eastern Time on the Option Calculation Date and a subsequently properly completed Option Election Form is thereafter received by the Company prior to 5:00 p.m. Eastern Time on the Option Calculation Date, or (B) the Company has not received an effective, properly completed, Option Election Form on or before 5:00 p.m. Eastern Time on the Option Calculation Date with respect to any specified Company Stock Option, then, in each case, the holder of such Company Stock Options with respect to which no valid election has been made in accordance with this Section 5.04(c) shall be deemed to be neither a Cash-Out Election nor a Roll-Over Election in respect o...
Option Election. Lender shall exercise its options under the Option Agreement as a first and primary source of repayment of the Note and Obligations. Lender's first resource for payment of the Note and Obligations shall be from the exercise proceeds potentially available to APC under the Option Agreement; Lender rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process, shall be subject to Pledgor's election under the Option Agreement, so that Lender may only enforce its rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral, if first Lender requests an election determination by each optionor under the Option Agreement (in accordance with the terms of the Option Agreement) and a majority in interest of optionors elect to direct the option exercise proceeds to the optionor rather than to APC. If a majority in interest of optionors elect to direct their exercise proceeds to APC, Lender shall look to such proceeds for satisfaction and payment (whether or not APC actually pays such proceeds to Lender under the Note, or otherwise) and may not enforce its rights and remedies hereunder against the Collateral, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process. Lender may only enforce the Obligations against the Collateral under this Agreement to the extent that no exercise proceeds are available to APC under an election by a majority in interest of optionors pursuant to exercise under the Option Agreements. Lender shall exercise the Option Agreement equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted an option by Tom M. Djokovich, The Access Holdings Limited Partnership, and Axxxxx Xxxxxx. Xxrther, Lender shall enforce any stock pledge agxxxxxxx, xxx the security interest granted therein, equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted a security interest by Tom M. Djokovich, The Access Holdings Limited Partnership, and Xxxxxx Xxxxxx. APC shall (and Lender as manager shall cause APC tx ) xxxxxxxx xay all exercise proceeds potentially directed to APC by the ...
Option Election. Employee shall have the option to receive all or any portion of any bonus earned pursuant to this Section 3.2 in options to purchase shares of Common Stock in lieu of cash, subject to the terms and conditions set forth in a separate option agreement or agreements and subject to the terms and conditions of the Stock Award Plan. If Employee so elects, he will receive an option to buy 1 share of Common Stock in exchange for each dollar of earned bonus. The option agreement or agreements will provide for an exercise price of $5.00 per share for options received in lieu of a cash bonus with respect to Fiscal 2002 and an exercise price of $6.00 per share for options received in lieu of a cash bonus with respect to Fiscal 2003. The option agreement or agreements will further provide that the options will vest upon the date of grant (which date of grant shall be in the same time allotted for delivery of any earned cash bonus) and will become 100% exercisable upon the 1st anniversary of the date of
Option Election. The undersigned holder of an option or options (the "Options") to purchase [____________] shares (the "Option Shares") of common stock of EKCO Group, Inc. ("EKCO"), par value $0.01 per share ("Common Stock"), hereby agrees that, immediately prior to the consummation of the Offer, and contingent upon the consummation of the Offer, each outstanding Option shall be deemed to be fully exercisable (whether or not otherwise exercisable) and shall be cancelled as of the date thereof, in exchange for a cash payment from Acquisition Subsidiary equal to the aggregate amount that the undersigned would receive if each of the Option Shares had been tendered to Acquisition Subsidiary pursuant to the terms of the Offer, less the payment of the exercise price of each Option Share and all withholding taxes attributable to such payment (the "Option Payment"). The undersigned agrees that the exercise price (the "Exercise Price") of each Option Share shall be deemed to be paid with the proceeds of an interest free advance from EKCO (the "Advance"). The Advance shall be deemed to be repaid in full on behalf of the undersigned by Acquisition Subsidiary from a portion of the consideration due the undersigned pursuant to this Option Election, which shall be paid as soon as practicable after the consummation of the Offer but in no event more than 10 business days after the consummation of the Offer. Simultaneously with such deemed repayment of the Advance, the undersigned shall be entitled to receive from Acquisition Subsidiary a cash payment (the "Option Payment") equal to the aggregate amount that the undersigned would receive if each of the Option Shares had been tendered to Acquistion Subsidiary pursuant to the terms of the Offer, less the demand repayment of the exercise price of each Option Share and all withholding taxes attributable to such Option Payment. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to EKCO that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), and (ii) upon the receipt by the undersigned of the Option Payment pursuant to this Election, the undersigned shall have no further rights under any Options. By signing this Option Election, the undersigned is deemed to have agreed to the cancellation of his or her Opti...
Option Election. In the event B&G Salick fail to give the Surviving --------------- Corporation the Option Notice on or before the Effective Time, then B&G Salick shall be deemed to have elected Option 1. In the event B&G Salick elect Option 2, Surviving Corporation shall purchase the Xxxxxxx Boulevard Property "AS IS, WHERE IS, WITH ALL FAULTS" without representations or warranties, other than a grant deed. In the event B&G Salick elect Option 2, the Surviving Corporation shall not be required, as part of such exchange, to take title to any other real property other than the Xxxxxxx Boulevard Property or to incur any additional escrow, title or other charges as a result of the exchange but the Surviving Corporation agrees to cooperate with B&G Salick in such a tax-deferred exchange, including purchasing the Xxxxxxx Boulevard Property from a third party who acquired it from B&G Salick. In the event B&G Salick elect Option 2 but fail to effect an exchange, the conveyance of the Xxxxxxx Boulevard Property to the Surviving Corporation shall nevertheless be effected on terms described above within 120 days of the Effective Time as a straight purchase and sale between B&G Salick and the Surviving Corporation.
Option Election. GG, FCR and GAA each acknowledge and agree that GAA and all persons not dealing at arm’s length with GAA will forego any deduction under the Tax Act with respect to the cash payment to be made by GAA to holders of GAA Options pursuant to the Plan of Arrangement. To effect the foregoing, GAA shall timely comply with the requirements described in subsection 110(1.1) of the Tax Act, including making and filing appropriate elections and delivering written notice of such elections to such holders of the GAA Options in accordance with the requirements set out in the Tax Act.
